Statement of Closing Net Working Capital definition

Statement of Closing Net Working Capital has the meaning set forth in Section 1.05(a).

Statement of Closing Net Working Capital as of the Closing Date and a copy of all work papers relating to the preparation of the Statement of Closing Net Working Capital in a manner consistent with Schedule 1.1, including the sample balance sheet attached thereto. The Statement of Closing Net Working Capital shall be based upon the books and records of the Seller Group and the Business. The Buyer, and any accountants or advisors retained by Buyer, shall be permitted access to the books and records of Seller and to the personnel familiar with the preparation of the Preliminary Statement for the purposes of preparing the Statement of Closing Net Working Capital, in each case during normal business hours with reasonable advance notice. The Seller, and any accountants or advisors retained by Seller, shall be permitted access to the books and records of Buyer and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital, in each case during normal business hours with reasonable advance notice. The Parties agree that the sole purpose of preparing the Statement of Closing Net Working Capital and the related purchase price adjustment contemplated by this Section 3.2 is to measure the changes in Net Working Capital, and such processes are not intended to permit the introduction of judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are inconsistent with the methodology and the Closing Net Working Capital example set forth on Schedule 1.1.

Statement of Closing Net Working Capital. Buyer shall permit Seller and its accountants to review promptly upon request all records necessary for the preparation by Buyer of such Statement of Closing Net Working Capital and the computation of Closing Net Working Capital and to take copies of the same.

Examples of Statement of Closing Net Working Capital in a sentence

• Overhead costs increased by $57 due to higher property taxes and waste removal charges.

• The Seller, and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital.

• The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and the books and records relating to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP.

• The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and its Subsidiaries and shall be prepared in accordance with the principles, policies, estimates and procedures set forth on Schedule 2.09 of the Company Disclosure Schedules.

• The Commission shall confer and act in conjunction with the 8 representatives to be appointed on behalf of the State of Texas for 9 the following purposes: 10 1.

• The Statement of Closing Net Working Capital shall be based upon the books and records of Seller and shall be prepared in accordance with GAAP and the form set forth as, and in accordance with the directives set forth in, Schedule 2.2.1. The Statement of Closing Cash shall be based upon the books and records of Seller and shall be prepared in conformity with the form and in accordance with the directives set forth in the various Schedules 2.2.3.3 hereof.

• The Accounting Arbitrator soselected shall consider only those matters set forth in the Statement of Closing Net Working Capital as to which Parent and the Representative have disagreed and must resolve such matters in accordance with the terms and provisions of this Agreement.

• The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and its Subsidiaries and shall be prepared in accordance with GAAP and the definition of Closing Net Working Capital set forth in Article I above and in accordance with the procedures set forth in Section 3.04(a) of the Disclosure Schedule.

• The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and shall be prepared on a basis consistent with the methodology to be employed in the calculation of the Estimated Net Working Capital pursuant to Section 1.09(a).

• For purposes of this Agreement, the Proposed Statement of Closing Net Working Capital shall be prepared based on the books and records of the Company shall be based on the Current Assets and the Current Liabilities transferred to the Asset Buyer and, for the avoidance of doubt, shall include only the Current Assets and the Current Liabilities of the Company (and not ADSI).